Except as expressly provided herein, Lessor and Lessee acknowledge that nothing
contained in this Letter Agreement No. 2 is intended to discharge, amend or
otherwise modify their obligations under the Lease. The Lease is hereby ratified
and confirmed, but only as amended hereby, in all respects.

 This Letter Agreement No. 2 has been duly authorized, executed and
delivered by each of Lessor and Lessee and constitutes the legal, valid and
binding obligation of each of them enforceable in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, moratorium or other similar laws affecting creditors' rights
generally and subject to principles of equity. This Letter Agreement No. 2 shall
be governed by the Laws of the State of New York.